DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF ARLINGTON TELEPHONE COMPANY, THE BLAIR TELEPHONE COMPANY, EASTERN NEBRASKA TELEPHONE COMPANY, ROCK COUNTY TELEPHONE COMPANY, AND HUNTEL CABLEVISION, INC., D/B/A HUNTEL COMMUNICATIONS FROM HUNTEL SYSTEMS, INC. TO NOBLE HOLDINGS, INC.
STREAMLINED Pleading Cycle Established
WC Docket No. 06-14
Comments Due: February 15, 2006
Reply Comments Due: February 22, 2006 On January 6, 2006, HunTel Systems, Inc. (“HunTel”), Arlington Telephone Company (“Arlington”), The Blair Telephone Company (“Blair”), Eastern Nebraska Telephone Company, (“Eastern Nebraska”), Rock County Telephone Company, (“Rock County”) and HunTel Cablevision, Inc., d/b/a Huntel Communications (“Cablevision”) (collectively, “Transferors”) and Noble Holdings, Inc., (“Noble” or “Transferee”) (together, with the Transferor, the “Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules,1 seeking authority to transfer control of Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision to Noble.2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under sections 63.03(b)(2)(ii) and (iii) of the Commission’s rules.3 The proposed transaction would result in: (1) Noble, together with all of its affiliates, having a market share in the interstate, interexchange market of less than 10%; and (2) Noble and its affiliates providing competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier (LEC) that is not a party to the transaction. With respect to Section 63.03(b)(2)(ii), Dialog Telecommunications, a non-dominant carrier, provides services exclusively outside the geographic area where Noble’s dominant carrier affiliates, Georgetown Telephone Company, Oregon Farmers Mutual Telephone Company, Pymatuning Telephone Company, S&A Telephone Company, Waverly Hall Telephone, LLC, Gridley Telephone Company, Elsie and Dalton, are dominant.4 With respect to Section 63.03(b)(2)(iii), the Applicants and their dominant carrier affiliates have fewer than 2% of the nation’s subscriber lines and there are no overlapping or adjacent service areas.5 HunTel, Arlington, Blair, Eastern Nebraska, Rock County, and Cablevision are Nebraska corporations. Arlington, Blair, Eastern Nebraska, and Rock County are incumbent LECs providing exchange and exchange access in the Arlington, Blair, Fort Calhoun, Kennard, Belden, Carroll, Macy, Meadow Grove, Osmond, Rosalie, Walthill, Winnebago, Bassett and Newport, Nebraska exchanges. Cablevision is competitive LEC providing exchange and exchange access in the Tekamah exchange, and is a toll reseller serving customers in those exchanges. Arlington, Blair, Eastern, Nebraska, Rock County, and Cablevision are wholly-owned by Huntel Systems, Inc. Huntel System, Inc. has two owners with a 10% or more equity interest: Hugh W. Hunt (39.33%) and Richard A. Hunt (36.25%).
Noble Holdings, Inc. is a North Carolina corporation. Noble Holdings, Inc. is a holding company which does not itself provide telecommunications services at any location. Noble Holdings, Inc. is wholly-owned by American Broadband Acquisition Corp. II. American Broadband Acquisition Corp. II is owned by American Broadband Communications, LLC (49%); Signal Equity Partners II LP (40%). American Broadband Communications, LLC6 is owned by William H. Tucker (48.75%) and Patrick L. Eudy,7 (48.75%). Signal Equity Partners II, LP is owned as follows: Signal Equity Advisors II, LLC, (2.94%); Garden House, LLC,8 (58.9%); Eurazeo,9 a French company (23.5%).
Applicants have entered into agreements pursuant to which Noble, together with its affiliate, American Broadband Capital, Inc. (“ABB”) will acquire all of the issued and outstanding shares of each of the transferred companies from Huntel.10 Noble will acquire 73.8% of the equity interest in those companies and ABB will acquire 26.2%. Upon successful consummation of the proposed Transaction, the transferred companies will continue to provide local and long distance telephone service to their current subscribers, as owned subsidiaries of Noble.
Applicants state that the proposed transaction serves the public interest, convenience and necessity. The Applicants assert that upon consummation of the proposed transaction, the transferred companies will continue to provide high quality, modern local exchange, exchange access and long distance service to their current subscribers in a manner that will be transparent to them. The Applicants maintain that grant of this transaction will ensure that the transferred companies will become financially stronger companies as a result of their affiliation with Noble, a larger organization with greater access to financial and technical resources.
The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer of control application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to sections 1.415 and 1.419 of the Commission’s rules, 47 CFR §§ 1.415, 1.419, interested parties may file comments on or before February 15, 2006 and reply comments on or before February 22, 2006.11 Unless otherwise notified by the Commission, Applicants are permitted to transfer the assets and related control on the 31st day after the date of this notice.12 Comments may be filed using: (1) the Commission’s Electronic Comment Filing System (ECFS), (2) the Federal Government’s eRulemaking Portal, or (3) by filing paper copies. See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998).
Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://www.fcc.gov/cgb/ecfs/ or the Federal eRulemaking Portal: http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments.
For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to email@example.com, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response.
Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. If more than one docket or rulemaking number appears in the caption of this proceeding, filers must submit two additional copies for each additional docket or rulemaking number.
Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail (although we continue to experience delays in receiving U.S. Postal Service mail). All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission.
The Commission’s contractor will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first-class, Express, and Priority mail should be addressed to 445 12th Street, S.W., Washington D.C. 20554.
People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to firstname.lastname@example.org or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).
You may submit comments, identified by the above noted docket number, by any of the following methods:
Federal eRulemaking Portal: http://www.regulations.gov. Follow the instructions for submitting comments.
Federal Communications Commission’s Web Site: http://www.fcc.gov/cgb/ecfs/. Follow the instructions for submitting comments.
People with Disabilities: Contact the FCC to request reasonable accommodations (accessible format documents, sign language interpreters, CART, etc.) by e-mail: FCC504@fcc.gov or phone: 202-418-0530 or TTY: 202-418-0432.
In addition, one copy of each pleading must be sent to each of the following:
The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, www.bcpiweb.com; phone: (202) 488-5300 fax: (202) 488-5563;
Susan O’Connell, Policy Division, International Bureau, 445 12th Street, S.W., Room 7-B544, Washington, D.C. 20554; email: susan.o’email@example.com; and
James Bird, Office of General Counsel, 445 12th Street, S.W., Room 8-C824, Washington, D.C. 20554; e-mail: firstname.lastname@example.org.
Filings and comments are also available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, telephone: (202) 488-5300, fax: (202) 488-5563, or via e-mail www.bcpiweb.com.
For further information, please contact Tracey Wilson-Parker at (202) 418-1394, or Dennis Johnson at (202) 418-0809.
- FCC -
1 47 C.F.R §§ 63.03, 63.04; see 47 U.S.C. § 214.
2 Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications.
3 47 C.F.R. §§ 63.03(b)(2)(ii) and (iii).
4 47 C.F.R. § 63.03(b)(2)(ii). Newcastle Holdings, Inc., a sister corporation of Noble, has filed a domestic 214 application for consent to acquire Elsie Communications Inc. (Elsie) and Dalton Telephone Company, Inc. (Dalton), two incumbent LECs that provide service in Nebraska. SeeDomestic Section 214 Application Filed for Transfer of Control of Elsie Communications, Inc. and Dalton Telephone Company, Inc. to Newcastle Holdings, Inc., Public Notice, WC Docket No. 06-13, DA 06-75 (rel. Jan. 7, 2006).
5 47 C.F.R. § 63.03(b)(2)(iii).
6 American Broadband Communications, Inc., (“ABCI”), a sister corporation to American Broadband Communications LLC (“ABCL”), holds 40% of American Georgetown, Inc., which, in turn, owns 100% of Georgetown Telephone Company, an incumbent LEC in Mississippi. Signal Equity Partners II, LP (“Signal”), owns the remaining 60% of American Georgetown, Inc. ABCI also holds 49% of Northwest Missouri Holdings, Inc., which, in turn, holds 100% of Oregon Farmers Mutual Telephone Company, an incumbent LEC in Missouri. Signal owns the remaining 51% of Northwest Missouri Holdings, Inc. ABCL owns 49% of Eastern Kansas Holdings, Inc., which, in turn, owns 100% of S & A Telephone Company, Inc., a Kansas incumbent LEC. Signal owns the remaining 51% of Eastern Kansas Holdings, Inc. ABCL owns 49%, and signal owns 51% Pymatuning Holding Company, which owns 100% of the Pymatuning Independent Telephone Company, a Pennsylvania rural incumbent LEC. American Broadband Acquisition Corp. has a 100% interest in Waverly Hall holdings, Inc., which in turn owns 100% of Waverly Hall Telephone, LLC, an incumbent LEC in Georgia. American Broadband Acquisition Corp. has a 100% interest in Mail Holdings, Inc., which in turn owns 100% of Gridley Enterprises, Inc., which in turn owns 100% of Gridley Communications, Inc. and Gridley Telephone Co., and incumbent LEC in Illinois.
8Eliot Nolen, a US citizen, owns approximately 95% of Garden House, LLC and does not own or control other communications businesses.
9 Eurazeo indirectly owns approximately 15.2% of Eutelsat, which it holds through a 66% interest in BlueBirds (which holds a 23% interest in Eutelsat). Eutelsat provides communications services in Europe and the Indian Ocean Region. Eurazeo also owns an 11% interest in Distacom, which owns companies providing mobile telephone service in Hong Kong and India.
10 American Broadband Capital Inc. (“ABB”) will hold 26.2% of the equity of transferred companies. Signal Equity Partners II owns 51% of ABB and 49% is held by American Broadband Communications, LLC.
11 See 47 C.F.R. § 63.03(a).
12 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction.